CS Divesh Goyal
1. PROCEDURE FOR ALLOTMENT OF RIGHT ISSUE OF SHARES:
♣ Call a Board meeting by issue notice of meeting. (Draft Format Attached)
♣ Approve right issue including “letter of offer”, which shall include right of renunciation also.(At Board Meeting). (Draft Format Attached)
♣ Send offer letter to all existing members as on the date of offer.(Through registered post or speed post or through electronic mode to all the existing share -holders at least three days before the opening of the issue.)
♣ Receive acceptance/renunciations/rejection of rights from members to whom offer has been sent & also from persons in whose favour right renounced.* (Draft Format Attached)
♣ Call a Board meeting by issue of notice.
♣ Approve allotment by passing of Board Resolution. (Draft Resolution Attached)
♣ Issue of share certificates.
♣ Authorize to two directors and one more person for signature on Share Certificates.
♣ Attach list of allottees in form PAS-3: Mentioning Name, Address, occupation if any and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the form pas-3.
♣ Authorize a director to file E-form PAS 3(Return of Allotment) to ROC within 30 days of passing of Resolution. (Draft Resolution Attached)
♣ Authorize a director to file E-form MGT 14 for issue of share certificate within 30 days of passing of Resolution.*
♣ File E-form MGT 14 for issue of share (Allotment of shares & Issue of share certificate: Refer 4 below) & PAS 3(Return of Allotment) to ROC for allotment*
♣ Issue share certificate*
♣ Make Allotment within 60 days of receiving of Application Money; otherwise it will treat as deposits as per deposits rules.
FIND ATTACHED BELOW:
2. MGT14 is not required to be filed for allotment of shares; however, it is required to be filed for Issue of shares:
ü For allotment of shares as well.
ü For issue of share certificate in same meeting & file with ROC in MGT14.
3. Why it is safer to renounce right in favour of member ?*
The issue of further shares by a company to its members with the right to renounce them in favour of third parties does not require the issue or registration of a prospectus. However, there is no such circular under Companies Act, 2013.
1. A Pvt Ltd is having two members; Mr Y & Mrs Y. Co wants to raise Rs 2 Lakhs by issue of equity shares. Mr Y & Mrs Y do not want to invest further. Even Mr Y wants to sell some shares. However, Mr Z wants to invest in the Company. It is very costly & complex for company to follow private placement provisions.
Solution: Mr Z purchases 200 shares from Mrs Y. Now , company have 3 members: Mr Y, Mrs Y & Mr. Z. Company comes with right issue, the process of which is very simple i.e. by calling a Board meeting , without opening new bank a/c, without valuation of shares, without need to pass SR in general meeting. Mr A & Mrs A renounced right in favour of C & company able to raise fund easily.
5. Relevant provisions of Companies Act-2013 are as follows:*
Sec 62. (1): Where at any time, a company having a share capital proposes to increase its Subscribed capital by the issue of further shares, such shares shall be offered–
The notice referred above shall be dispatched through registered post or speed post or through electronic mode to all the existing share -holders at least three days before the opening of the issue.
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at email@example.com)